Ellen O’Connor Vos
About Ellen O’Connor Vos
Ellen O’Connor Vos (age 69) is a director of Modular Medical, Inc. (MODD), serving on the Board since May 2021 and briefly serving as Chief Executive Officer from August 2021 to February 23, 2022. She holds a B.S. in Nursing from Alfred University and brings 20+ years of healthcare commercialization and digital health communications leadership (ghg | greyhealth group CEO; Muscular Dystrophy Association President & CEO). Current external roles include OptimizeRX (public company) and nonprofit boards (Jed Foundation; founding board member of MMRF).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Modular Medical, Inc. | Chief Executive Officer | Aug 2021 – Feb 23, 2022 | Led transition period; subsequently entered separation agreement |
| Muscular Dystrophy Association | President & Chief Executive Officer | Oct 2017 – Nov 2020 | Led national patient advocacy organization |
| ghg | greyhealth group | Chief Executive Officer | 1996 – 2017 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| OptimizeRX Corporation (NASDAQ: OPRX) | Director | Current | Public company directorship (digital health) |
| Jed Foundation | Director | Current | Nonprofit focused on student mental health |
| Multiple Myeloma Research Foundation (MMRF) | Founding Board Member | Prior | Founding governance involvement |
| VosHealth LLC | Member (Consultant) | Nov 2020 – Present | Healthcare consultancy |
Board Governance
- Independence: MODD’s Board determined Ms. Vos is not an independent director under Nasdaq rules (independent directors named exclude Vos).
- Committees: Not listed on Audit, Compensation, or Nominating & Governance Committees; all three committees are composed solely of independent directors.
- Attendance: In fiscal 2024, each director attended at least 75% of Board/committee meetings while serving; in fiscal 2023, directors attended 100% of Board meetings.
- Years of service on MODD Board: Since May 2021.
- Board size/election: Seven directors nominated for annual election.
Fixed Compensation
Director compensation structure (Outside Director Compensation Plan):
- Annual retainers: $25,000 (Board member) and $5,000 for each committee chair; paid quarterly in cash, options, or shares at the director’s election.
- Annual service equity award: $100,000 in options or shares, issued quarterly (share count calculated using a minimum $10.00/share price under the plan).
- Initial appointment equity: Additional equity award vesting over three years.
Director compensation – actual (reported):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $6,250 | $25,000 |
| Stock awards ($) | — | — |
| Option awards ($) | $59,530 | $36,312 |
| Total ($) | $65,780 | $42,562 |
Notes:
- As of March 31, 2024, Ms. Vos held outstanding options to purchase 166,020 shares (director footnote).
Performance Compensation
- No performance-based director compensation (no PSUs, no formulaic director bonus metrics disclosed). Equity grants for directors are service-based; initial director awards vest over three years; ongoing quarterly equity tied to service (director elections of cash/options/shares).
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| OptimizeRX Corporation (OPRX) | Public | Director | No MODD-related transactions disclosed with OptimizeRX. |
| Jed Foundation | Nonprofit | Director | None disclosed. |
| MMRF | Nonprofit | Founding Board Member | None disclosed. |
- Related-party transactions: In October 2021, MODD sold 18,519 shares to Ms. Vos at $8.10 per share in a private placement (disclosed alongside insider participation).
Expertise & Qualifications
- Healthcare commercialization and digital health communications (long-tenured CEO of ghg | greyhealth group; digital health expertise).
- Patient advocacy leadership (MDA President & CEO).
- Clinical grounding (B.S. in Nursing, Alfred University).
- Board-level experience in public digital health (OptimizeRX).
Equity Ownership
Beneficial ownership and equity alignment:
| Metric | As of Dec 18, 2023 | As of Jan 17, 2025 |
|---|---|---|
| Shares beneficially owned (excl. options/RSUs/warrants) | 18,519 | 18,519 |
| Shares issuable on exercise of options/RSUs/warrants within 60 days | 139,910 | 206,853 |
| Percent of class | <1% | <1% |
| Outstanding options held (total) | 136,021 (as of Mar 31, 2023) | 166,020 (as of Mar 31, 2024) |
Insider transactions (disclosed):
| Date | Transaction | Shares | Price | Source |
|---|---|---|---|---|
| Oct 2021 | Private placement purchase | 18,519 | $8.10 |
Policies and other alignment indicators:
- Short sales by officers/directors prohibited. No pledging or hedging disclosures specific to Ms. Vos; no pledging noted in ownership tables.
Governance Assessment
Key findings:
- Independence and committee influence: Ms. Vos is not independent under Nasdaq rules and is not assigned to any of the three standing committees, limiting her direct influence over audit, compensation, and nomination oversight.
- Attendance and engagement: Attendance met or exceeded standards (≥75% in FY24; 100% Board attendance in FY23), indicating engagement.
- Director pay and alignment: She elected a mix including options (service-based), with modest cash retainer and no performance-linked director pay; she also purchased shares in 2021, indicating some cash-at-risk alignment.
- Ownership: Direct ownership is small (<1%); option holdings increased year-over-year; overall “skin in the game” is modest at the company level.
Risk indicators and RED FLAGS:
- Not independent: Ms. Vos is not deemed independent by the Board, which is a governance consideration given her prior brief CEO tenure.
- Leadership turnover/severance: Very short CEO tenure (Aug 2021–Feb 2022) with a separation agreement providing $375,000 in severance—an investor-scrutiny item around leadership stability and pay practices.
- Section 16 timing (historical): Proxy notes a late Form 4 filing for a director plan option grant in FY2023 (company-wide compliance list cites a late filing for Ms. Vos among others); no Vos delays reported for FY2024.
Overall implications for investor confidence:
- Ms. Vos brings deep healthcare commercialization and digital health governance experience, which is strategically relevant to MODD’s go-to-market. However, her non-independent status and lack of committee roles constrain governance leverage. Attendance and continued service-based equity suggest engagement, while the short CEO stint and severance remain residual optics concerns.